In nearly every state, including Delaware, more limited liability companies and other unincorporated business ventures are organized than are traditional business corporations. These forms of business, the LLC, the general partnership, the limited partnership, the business/statutory trust, and other unincorporated forms, are the subject of the LLCs, Partnerships and Unincorporated Entities Committee. We focus on matters both internal to these structures, such as the variable fiduciary duties that exist in them, and as well, their relationship to many other areas of law including taxation, bankruptcy, securities regulation, etc.
In October of this year, the Committee sponsored the Second Annual LLC Institute. Following on the inaugural meeting in 2012, the LLC Institute was two full days of high-end presentations on these and similar matters. It was also at the 2013 LLC Institute that the Committee had the honor of presenting to Professor Elizabeth S. Miller (Baylor Law) the 2013 Martin I. Lubaroff Award in recognition for her unparalleled contributions to this area of the law.
We are glad to highlight the activities of the 2013 LLC Institute with this collection of articles. Professor Brad Borden of the Brooklyn School of Law, along with Brian O'Connor (Venable LLP – Baltimore, Maryland) and Steve Schneider (Goulston & Storrs PC – Washington, D.C.), have submitted “Avoiding Adverse Tax Consequences in Partnership and LLC Reorganization,” a useful primer on the numerous exceptions to the rules of non-recognition typically applicable under Subchapter K. Still in the tax world, Andy Immerman (Alston & Bird LLP – Atlanta, Georgia) and Joe Mandarino (Stanley, Esrey & Buckley – Atlanta, Georgia) submit their thoughts on “Selling LLC Interests: The Tax Consequences May Not Be What You Expected,” another piece cautioning against the all too often knee-jerk belief that selling an interest in an entity taxed as a partnership will be tax-free.
“Rationalization” is a hot topic in this area, one aiming, depending on your viewpoint, either upon the elimination of nonsensical distinctions between organizational forms or, on the other hand, the inappropriate melding of distinct organizational structures whose value is the fact that they are different from the other forms. Reviewing various aspects of this debate is a pair of papers presented by, respectively, Professor Mark Loewenstein (University of Colorado at Boulder) and Professor Joan Heminway (University of Tennessee, Knoxville) each titled “Rationalizing Entity Law: Corporate Law and Alternative Entities.”
If you find these articles helpful, please know that all of the program materials from the 2013 LLC Institute are available on the Committee’s website. If you are practicing in this area, we hope you will join the Committee. If you are already a member of the Committee, we hope you will become more involved in our activities. In the meantime, we will be presenting three programs at the 2014 BLS Spring meeting in Los Angeles (see schedule) and we hope to see you there.